sigma_sctoia2-092409.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 2 to
SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
Sigma Designs, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, No Par Value Per Share
(Title of Class of Securities)
 
826565103
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
 
Thinh Q. Tran
President and Chief Executive Officer
Sigma Designs, Inc.
1778 McCarthy Blvd.
Milpitas, California 95035
(408) 262-9003
 (Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
 
Copy to:
 
James J. Masetti, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover Street
Palo Alto, California 94304
(650) 233-4500
________________________
 

CALCULATION OF FILING FEE
 
Transaction Valuation*
Amount of Filing Fee**
$4,718,191
$264
 
*
Estimated solely for purposes of calculating the amount of the filing fee. The calculation of the transaction valuation assumes that all options to purchase the issuer’s common stock that are eligible for exchange will be exchanged for new replacement options and cancelled pursuant to this offer. These options have a value of $4,718,191 calculated using the Black-Scholes method as of May 18, 2009.
 
**
The amount of the filing fee calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $55.80 for each $1,000,000 of the value of the transaction.
 
 
x
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
Amount Previously Paid:  
$264
Form or Registration No.:  
005-37977
Filing party:  
Sigma Designs, Inc.
Date filed:    
August 24, 2009
 
o
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
o
third-party tender offer subject to Rule 14d-1.
 
ý
issuer tender offer subject to Rule 13e-4.
 
o
going-private transaction subject to Rule 13e-3.
 
o
amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer: o

2
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Sigma Designs, Inc., a California corporation (the “Company”), with the Securities and Exchange Commission on August 24, 2009, as amended, relating to the offer by the Company (the “Offer”) to exchange outstanding stock options granted under the Company’s 2001 Stock Plan prior to June 2008 and with exercise prices equal to or greater than $20.25 per share for a lesser number of stock options that will be granted following the expiration of the tender offer.

Only those items amended are reported in this Amendment No. 2.  Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO.

 
Item 4. Terms of the Transaction.
 
(a) Material Terms.
 
Item 4 of the Schedule TO is hereby amended to add the following paragraph:
 
The Offer expired at 9:00 p.m., Pacific Time, on Tuesday, September 22, 2009. Pursuant to the terms of the Offer, the Company has accepted for cancellation exchanged options to purchase an aggregate of 667,474 shares of the Company’s common stock, which were cancelled as of September 22, 2009.  We have issued Replacement Options covering 445,042 shares of the Company's common stock in exchange for the exchanged options tendered in the Offer to Exchange.
 

 
3
 
 
SIGNATURE
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
Sigma Designs, Inc.
  
       
Date: September 24, 2009
By:
/s/ Thomas E. Gay III  
    Name:  Thomas E. Gay III  
    Title:    Chief Financial Officer  
       


 
 
4
 
Exhibit Index
 
Exhibit No.
Description
  
     
(a)(1)(A)
Offer to Exchange for Certain Outstanding Options for a Number of Replacement Options, dated August 24, 2009.*
  
(a)(1)(B)
Form of Communication from Chief Financial Officer to All Eligible Option Holders, dated August 24, 2009.*
  
(a)(1)(C)
Election Form.*
  
(a)(1)(D)
Notice of Withdrawal.*
  
(a)(1)(E)
Form of Confirmation of Receipt of Election Form.*
  
(a)(1)(F)
Form of Confirmation Receipt of Notice of Withdrawal.*
  
(a)(1)(G)
Form of Confirmation of Participation in the Offer to Exchange Certain Outstanding Stock Options for a Number of Replacement Stock Options.*
  
(a)(1)(H)
Form of Communication to Eligible Option Holders Rejecting their Election Form.*
  
(a)(1)(I)
Form of Communication to Eligible Option Holders Rejecting their Notice of Withdrawal.*
  
(a)(1)(J)
Form of Reminder of Expiration of Option Exchange Offer.*
  
(a)(1)(K)
Form of Stock Option Agreement.*
  
(a)(1)(L)
Email communication sent on September 19, 2009 to Eligible Option Holders regarding Amendment No. 1 to Schedule TO and certain related matters.*
  
(a)(2)
Not applicable.
  
(a)(3)
Not applicable.
  
(a)(4)
Not applicable.
  
(a)(5)
Not applicable.
  
(b)
Not applicable.
  
(c)
Not applicable.
  
(d)(1)
Sigma Designs, Inc. 2001 Stock Incentive Plan  (Incorporated by reference to exhibit filed with the Company’s Registration Statement on Form S-8 (333-64234) filed on June 29, 2001.)
  
(g)
Not applicable.
  
(h)
Not applicable.
  
___________________
*Previously filed.
 
  

 
5